UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported)
August 27,
2009
WASHINGTON
TRUST BANCORP, INC.
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(Exact
Name of Registrant as Specified in Charter)
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Rhode
Island
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001-32991
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05-0404671
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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23
Broad Street, Westerly, Rhode Island 02891
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(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (401) 348-1200
Former
name or address, if changed from last report: N/A
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02 (e): Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
August 27, 2009, the Compensation Committee (“Committee”) of the Board of
Directors (“Board”) of Washington Trust Bancorp, Inc. (“Corporation”) approved a
modification to the cash incentive plan that covers, among other employees, the
Named Executive Officers (“Annual Performance Plan” or “Plan”). This
modification applies only to Plan payments for calendar year
2009. The description of the Plan is set forth in the 2009 Proxy
Statement, and the Plan is filed as an exhibit to our Form 10-K for the year
ended December 31, 2008.
The
Annual Performance Plan provides for the payment of additional cash compensation
based on corporate performance and the achievement of individual objectives by
each participant. The percentages allocated to the corporate
performance component and the individual performance component are 70% and 30%,
respectively, for the Chief Executive Officer and the Chief Operating Officer,
and 60% and 40%, respectively, for all other executive officers.
The
target bonus opportunity is determined as a percentage of regular base salary
earnings, and varies by level of responsibility. As previously
disclosed, the Committee has reduced 2009 bonus targets to 80% of the target
bonus percentage.
In
determining corporate performance, the Annual Performance Plan focuses primarily
on three financial metrics: net income, fully diluted earnings per share, and
return on equity, with each metric receiving equal
weighting. Performance targets are established at the beginning of
each year by the Corporation’s Board. Performance exceeding a
threshold of 80% of the performance target will result in progressively higher
payment levels, ranging from 50% to 150% of the target payment for the corporate
performance component. The Committee made no modifications to the
provisions relating to the corporate performance component of the
Plan.
In
order to qualify for an individual performance component award, the weighted
average of the achieved financial metrics must be at least 80%. Once
that threshold level is achieved, actual payments will be based on an assessment
of employee performance against expectations established at the beginning of
each year. The modification to the Plan approved by the Committee on
August 27, 2009 eliminates this 80% requirement for 2009, and provides that the
individual performance component may only be paid if the Corporation’s 2009 net
income exceeds the total amount of dividends declared in 2009 on the
Corporation’s common stock.
Regardless
of the actual award determined by the Plan parameters, the Committee has the
authority to modify any award.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, the Registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly
authorized.
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WASHINGTON
TRUST BANCORP, INC.
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Date:
September 2, 2009
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By:
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/s/
David V. Devault
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David
V. Devault
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Executive
Vice President, Chief Financial Officer and Secretary
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